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Celgene Completes Acquisition of Receptos

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News

Celgene Completes Acquisition of Receptos

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Celgene Corporation has announced that it has closed its acquisition of Receptos, Inc. Receptos stockholders received $232.00 per share in cash, for a total of approximately $7.2 billion, net of cash acquired. As a result of the completion of the merger, the common stock of Receptos is no longer listed for trading on the NASDAQ Global Market or any other exchange and trading ceased at the close of the markets on Thursday, August 27, 2015.

Receptos stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, since these conversions will be handled by the bank or broker. Stockholders who hold stock certificates can surrender their certificates for $232.00 per share in cash, without interest and less any applicable withholding taxes, through the paying agent for the merger, American Stock Transfer & Trust Company, LLC.

The acquisition of Receptos significantly enhances Celgene's Inflammation & Immunology (I&I) portfolio, further diversifies the Company's expected revenue beginning in 2019, and builds upon Celgene's growing expertise in inflammatory bowel disease (IBD). The transaction adds Ozanimod, a novel, potential best-in-class, oral, selective sphingosine 1-phosphate 1 and 5 receptor modulator (S1P) to Celgene's deep and diverse pipeline of potential disease-altering medicines and investigational compounds.

Based on clinical studies, Ozanimod demonstrated several areas of potential advantage over existing oral therapies for the treatment of ulcerative colitis (UC) and relapsing multiple sclerosis (RMS), including its cardiac, hepatotoxicity and lymphocyte recovery profile. The phase III TRUE NORTH trial in UC is currently underway with data expected in 2018. The phase III RADIANCE and SUNBEAM RMS trials are ongoing and data are expected in the first half of 2017 to support a RMS approval in 2018. Additionally, we believe Ozanimod is positioned to potentially become the first S1P receptor modulator to be approved for IBD.

"The Receptos acquisition provides a transformational opportunity for Celgene to impact multiple therapeutic areas," said Bob Hugin, Chairman and Chief Executive Officer of Celgene. "This acquisition enhances our I&I portfolio and allows us to leverage the investments made in our global organization to accelerate our growth in the medium and long-term."

Celgene has a strong scientific foundation in inflammation and immunology that covers a broad spectrum of diseases. Anchored by the successful global launch of OTEZLA® (apremilast) in psoriasis and psoriatic arthritis, and new opportunities for expansion as a result of the addition of the Receptos programs, Celgene's I&I pipeline now consists of three high-potential commercialized or late-stage assets; OTEZLA, GED-0301 and Ozanimod.

All three candidates are in phase III development and encompass four indications: Behçet's disease, Crohn's disease (CD), UC and RMS. The pipeline also includes seven molecules in phase II development in a variety of indications, including RPC4046 for eosinophilic esophagitis (EoE), and a growing number of phase I and preclinical assets.

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